FIRST DIVISION
|
BAN HUA U. FLOREZ and BAN HA U. CHUA, Petitioners, - versus - UBS MARKETING CORPORATION and JOHNNY K.
UY,
Respondents. |
|
G.R. No. 169747 Present: PUNO, C.J.,
Chairperson, SANDOVAL-GUTIERREZ, AZCUNA, and GARCIA, JJ. Promulgated: July 27, 2007 |
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D E C I S I O N
GARCIA, J.:
In this petition for review on certiorari under Rule 45 of the
Rules of Court, petitioners Ban Hua Uy-Florez and Ban
Ha Uy-Chua assail and seek the setting aside of the decision[1]
dated June 3, 2005 of the Court of Appeals (CA) in CA-G.R. SP No. 85447, as effectively reiterated in its Resolution[2] of
September 14, 2005 denying the petitioners’ motion for reconsideration.
The antecedents
which gave rise to this long-drawn case are, for the most part, set forth in
the Court’s Decision dated
The principal parties in this case, petitioners Ban Hua Uy-Florez and Ban Ha Uy-Chua (the Uy sisters hereinafter)
and respondent Johnny K. H. Uy (Johnny Uy), married to
Due to serious differences within the family, the Uys agreed
to divide the family business. Mutual divestments of shares and interests via several deeds of assignment were accordingly
executed, in June 1987 or thereabout, to formalize the division. Conformably to
the terms of the settlement, Johnny and his wife assigned all their holdings and interests in Soon Kee to
the Uy sisters and other members of the family, who in turn ceded their
interests in UBS to Johnny Uy and/or his wife. The agreed business settlement,
however, did not put an end to the family conflict for, on April 6, 1988,
before the Securities and Exchange Commission (SEC), Johnny Uy and UBS filed a
complaint[7]
against the Uy sisters, Soon Kee and accountant Roland King, for the recovery
of UBS’s corporate books of accounts and the accounting of funds/properties
belonging to UBS. In said complaint, docketed as SEC Case No. 3328, Johnny Uy and UBS stated that, before the
segregation, the Uy sisters, who were then directors and officers of UBS, had
control and custody of UBS’ records, funds and property, and that,
after the segregation, his demands for an accounting of funds and the turn over
of records went unheeded.
Instead of an answer, the Uy sisters, et al., (collectively the Uy Group) filed a motion to dismiss on
jurisdictional ground, it being their
posture that there is no intra-corporate
relationship between the parties to the suit. The following events then
transpired:
1. On
2. When the Court’s said decision
became final and executory, Johnny Uy moved and was subsequently allowed in SEC
Case No. 3328 to present evidence ex-parte.
And on the basis of the evidence thus adduced, the SEC Hearing Officer
rendered a Decision[9] dated May
3, 1995, paragraph #2 of the fallo
of which commanded the respondents therein to render full and complete
accounting of all the assets for both Soon Kee and UBS for the period stated
therein.
The Uy Group appealed to the SEC en banc which, on December 21, 1995, in SEC-AC
No. 520, set aside the SEC Hearing Officer’s decision save for the adverted
paragraph #2 of the dispositive portion
thereof.[10] The Uy
Group then moved for a partial reconsideration. The SEC en
banc per its resolution[11]
of
While the CA reversed the aforementioned
order and resolution of the SEC en banc,[12]
this Court, on review, rendered, on May
31, 2000 in G.R. No. 130328, a
Decision[13] setting
aside that of the CA and reinstating the heretofore reversed SEC order and
resolution, thus:
WHEREFORE, premises considered, the
Petition is hereby GRANTED. The assailed CA Decision, dated
3.
After the finality of the above
On July 17, 2002, the SEC en banc, issued an Order[14] granting
the second motion aforestated and commanded the Uy Group to render a full and
complete accounting of all assets, properties, moneys and the receivables for
Soon Kee Commercial, Inc.(for the years 1981 to 1991) and for UBS … (for the
years 1981 to 1987).
The
Uy Group then filed an Omnibus Motion for
Revisions/Reconsideration of Order dated July 17, 2002 to Conform with SEC En
Banc Order Dated December 21, 1995 as Revised by SEC Final Resolution dated
June 24, 1996 with Reservations[15]
praying
in effect that Johnny and his wife be likewise required to render an accounting
in relation to their office in Soon Kee and UBS. As the Uys explained, the June
24, 1996 SEC en banc Order, as
reinstated by this Court, explicitly provided that the ones liable to render an
accounting are the responsible officers of the corporations in question and
Johnny as President and General Manager of the corporations for 20 years and
his wife, as Treasurer are the responsible officers adverted to in the said
June 24, 1996 SEC Order.
On
4.
In time, the Uy sisters went to the CA
on a petition for certiorari,
assailing the SEC en banc’s May 18,
2004 Order in relation to its July 17, 2002 Order, the petition docketed as C.A.
G.R. SP No. 85447.
On
Hence, this petition for review.
As
is noted, the herein assailed CA issuances veritably affirmed the correctness
of what amounts to be the execution order of the SEC en banc in SEC-AC No. 520
( SEC Case No. 3328). The decisive issue thus tendered in this
recourse turns on whether or not the July 17, 2002 Order of the SEC en banc directing the petitioners and
Roland King to render an accounting conforms with the decision it seeks to
execute, namely, the May 31, 2000 Decision of this Court in G.R. No. 130328, which, to petitioners,
purportedly required Johnny Uy and wife Magdalena as among the other persons/officers
required to render an accounting.
To
the petitioners, the required conformity does not obtain, thus necessitating
the nullification of the July 17, 2002 SEC en
banc Order insofar as it contravened the Court’s May 31, 2000 Decision. The
respondents disagree on the matter as to who is or are required to render the decreed
accounting, stating that: “the [May 3,
1995] decision of the [SEC] Hearing Officer was substantially modified by the
SEC en banc, in that only paragraph 2 thereof was retained and affirmed by this
Court on May 31, 2000 [and it is] at once apparent from par. 2 that only
petitioners as respondents in SEC No. 3328, were commanded ‘to immediately
render a full and complete accounting ….”[18]
We find the petition to be meritorious.
As a matter of settled legal principle, a writ of execution must adhere to
every essential particulars of the judgment sought to be executed. It may not alter,
or go beyond the terms of the judgment it seeks to enforce.[19] An
order of execution not warranted by, or that varies the tenor of the judgment which gives it life is a nullity.[20]
Applying
the foregoing principle to the concrete, the execution of the Court’s May 31,
2000 Decision ought to correspond to what it dispositively ordered. Elsewise
stated, the
As
may be recalled, the fallo of the May
31, 2000 Decision of this Court expressly reinstated
two (2) issuances of the SEC en banc,
viz., its Order and Resolution
dated
A
revisit on the order and resolution in question would put things in proper
perspective.
The
SEC en banc December 21, 1995 Order,[21]
to reiterate, directed the SEC Hearing Officer to implement his earlier
directive for herein petitioners, et al.
to render an accounting, thus:
WHEREFORE, premises considered,
the Decision of the Hearing Officer, save and except paragraph 2 of the dispositive portion thereof is concerned,
should be as it is HEREBY SET ASIDE. The hearing officer, is by this ORDER,
directed to oversee and enforce his
order directing a full and complete accounting
of all the assets, properties and receivables of Soon Kee Commercial, Inc. and
UBS Marketing Corporation.
SO
ORDERED. (Emphasis added.)
Paragraph 2 of the Hearing Officer’s decision adverted to in
the aforequoted Order reads:
2. Commanding the respondents [herein
petitioners, Soon Kee and Roland King] to immediately render a full and
complete accounting of all the assets, properties and moneys and the receivables
for both Soon Kee (from 1981-1991) and UBS (from 1981 to 1987) respectively;
At that stage of the proceedings, the decreed obligation to
render an accounting indeed particularly pertained to petitioners alone, as
herein respondents postulate at every turn. However, the legal situation would later
change. For, the SEC en banc, acting on a motion for reconsideration, effectively
modified or revised its earlier December 21, 1995 Order via its Resolution of June 24, 1996 where it disposed as follows:
WHEREFORE,
premises considered, this motion for partial reconsideration should be, as is
hereby DENIED. The Order of
Respondents’ unceasing insistence that there was no intent on the part of the SEC to revise its
December 21, 1995 Order, particularly on
the matter of who is duty bound to render an accounting, falls flat on its
face by a perfunctory comparison of the fallos of that Order and the June 24,
1996 Resolution. Surely, the SEC en banc
could not have intended the above underscored portion of its
The notion of the
Needless
to state, if Johnny K. H. Uy or any person/officer for that matter should also
be subjected to account any monies or properties relative to the corporations
herein involved, the questioned Order should cover such a situation as it
directs full and complete accounting of all assets, properties and receivables
of the said corporations. To say otherwise would render ineffective our [full
and complete accounting] Order of
It may be that what can be the subject of execution is
that which is ordained only in the dispositive portion.[23] Still,
the body of the decision could provide guidance to determine the ratio decidendi or the reasons or
conclusions of the court.[24]
Given the above perspective, there should be no quibbling
that the SEC intended, by its resolution of June 24, 1996, to modify or revise its December 21, 1995 order, such that all responsible
persons and officers, like Johnny and
Magdalena Uy, are to render a complete accounting vis-à-vis the monies and assets pertaining, during the period
material, to Soon Kee and UBS. In the same token, there should no longer be any
doubt that the Court, in its aforementioned
As it were, the SEC en
banc’s July 17, 2002 order, which, at
bottom, serves as the order of execution in SEC-AC No. 520 (SEC Case No. 3328) tried
to execute the December 21, 1995 Order
oblivious to the prevailing modificatory June 24, 1996 Resolution in question.
The
WHEREFORE, premises considered and
pursuant to Section 5.2 of the Securities Regulation Code that mandates the
retention of intra-corporate disputes …, Petitioner-Appellees’ [herein respondents
Johnny Uy et al.’s] Second Motion to
Conduct Full and Complete Accounting Pursuant to the Entry of Judgment Issued
by the Supreme Court in the Above Entitled Case is hereby GRANTED. Accordingly the respondents
[herein petitioners] are hereby commanded to
immediately render a full and complete accounting of all assets, properties,
moneys and the receivables for Soon Kee Commercial, Inc.(for the years 1981 to
1991) and for UBS … (for the years 1981 to 1987).
So Ordered. [25] (Italization and emphasis in the original.)
In net effect, then, the SEC en banc, pursuant to its July 17, 2002 Order, strayed from and varied
the final and executory disposition in SEC- AC No. 520 (SEC
Case No. 3328), which, needless to stress, is embodied in its December 21, 1995
Order, as modified by its June 24, 1996 Resolution. The
Respondents would allege that they are not covered by the
accounting order and that the petitioners –together with Roland King- are the only ones solely required to make an
accounting, this Court having found them (the petitioners) to be in possession,
control and supervision of the books and corporate records of the corporations
in question.[28]
It is true, as the respondents pointed out, that the Court
in the aforecited cases of UBS Marketing v. CA[29]
and SEC v. CA,[30] held
that the Uy sisters were in custody of the corporate accounting and tax records
and that respondent Roland King was then the accountant of the corporations. It
is quite incorrect to say, however, that the petitioners, from the bare fact of
their having custody/possession of books of accounts, automatically made them
liable for accounting. It cannot be over-emphasized that the final
As it were, the SEC en
banc and necessarily the Court contextually wanted an accounting process
that would effectively yield results. This sentiment for an effective
accounting is, to us, clearly demonstrated by the SEC’s pronouncement in its
June 24, 1996 Resolution that if Johnny Uy is an accountable officer – as he
incidentally was, being then President of Soon Kee and UBS – then he is covered
by the accounting directive because – as the resolution would have it - to except him “would render [accounting]
ineffective.” And who can plausibly make the accounting effective but a
responsible officer who could rationally, but accurately explain book/record
entries and fund movements? Johnny Uy and his then UBS and Soon Kee treasurer-wife
fit into the category of such officer.
In its assailed decision, the CA made the observation that
– “xxx the responsible persons and other officers who may have custody or
possession of the books of [Soon Kee and UBS] could only refer to persons or
officers under the control and supervision of herein petitioners and excluding
Johnny K.H. Uy in that category.”[31]
The Court cannot
lend concurrence to the above observation as it proceeds from a misreading of
the relevant SEC issuances in relation to the Court’s ruling in UBS. We shall explain even at the risk
of being repetitive.
In the SEC en banc’s
December 21, 1995 Order, the command to make a full and complete accounting is
directed, even by their own admission, at the petitioners and Roland King. But the modificatory SEC en banc Resolution of
The SEC, to be sure, could have had easily made the
necessary reference, or, better still, categorically stated that the
responsible officers adverted to are the petitioners. But it did not, doubtless
purposely. Withal, the appellate court erred in peremptorily holding that the
responsible officers referred to in the June 24, 1996 SEC resolution cannot be
no other than the petitioners, in effect upholding the erroneous July 17, 2002
order of the SEC, which parenthetically was implemented by an order[32]
dated May 18, 2004 signed by the SEC General Counsel.
As a final consideration, the Court notes that, before and
during this proceedings, several related incidents have transpired and various
orders and resolutions rendered in various fora and, for the most part, final
and, therefore, inviolable, such as our May 31, 2000 Decision and the SEC en banc orders we reinstated therein. At the end of the day, however, the main
issue here pivots on the execution of a judgment. As explained at length
earlier, only the final and executory, and, therefore, unalterable resolution of the SEC en banc dated June 24, 1996 which no
less than the Court in its Decision of May 31, 2000 in G.R. No. 130328 in effect affirmed is to be executed.
WHEREFORE, the
instant petition is GRANTED and the
assailed Decision and Resolution dated June 3, 2005 and September 14, 2005,
respectively, of the Court of Appeals in CA-G.R.
SP No. 85447 are set aside. Accordingly, the SEC is directed to execute its
Resolution of
No
costs.
SO ORDERED.
CANCIO C.
GARCIA
Associate Justice
WE CONCUR:
REYNATO S. PUNO
Chief
Justice
Chairperson
|
ANGELINA SANDOVAL-GUTIERREZ Associate
Justice |
RENATO C. CORONA Associate
Justice |
ADOLFO S. AZCUNA
Associate
Justice
C E R T I F I C A T I O N
Pursuant
to Section 13, Article VIII of the Constitution, I certify that the conclusions
in the above decision had been reached in consultation before the case was
assigned to the writer of the opinion of the Court’s Division.
REYNATO S. PUNO
Chief
Justice
[1] Penned by Associate Justice Conrado M. Vasquez, Jr., concurred in by Associate Justices Rebecca De Guia-Salvador and Aurora Santiago Lagman; rollo, pp. 9-20.
[2]
[3] Securities and Exchange Commission v. CA,
G.R. No. 93839,
[4] UBS Marketing Corporation v. CA, G.R.
No. 130328,
[5] See Decision of SEC v. CA, supra, p. 126.
[6] Per General Information Sheets submitted to the SEC, and other financial papers; rollo, pp. 223- 234.
[7] Styled
as “Petition”;
[8] Supra note 3.
[9] Rollo, pp. 97 et seq.
[10]
[11]
[12] Decision
of the CA dated
[13] Supra note 4.
[14] Annex “G” of Petition; rollo, pp. 172 et seq.
[15] Annex
“H” of Petition; id. at 174 et seq.
[16]
[17] Supra note 1.
[18] Respondents’ Memorandum, pp. 515 et seq., 526.
[19] DBP
v. Union Bank, G.R. No. 155838,
[20] Regalado, Remedial Law Compedium, 2000 ed., p. 402 citing Malacora v. CA, G.R. No. 51042, September 30, 1982, 117 SCRA 435.
[21] Supra note 10.
[22] Page 4 of the Resolution; rollo, p. 136.
[23] Casilan v. De Salcedo, G.R. No. L-23247,
[24] Pelejo v. CA, G.R. No. L-60800,
[25] Page 2 of the Order; rollo, p. 173.
[26] Abinujar v. Court of Appeals, G.R. No.
104133,
[27] Ex-Bataan
Veterans Agency, Inc. v. NLRC, G.R. No. 121428,
[28] Page 13 of Respondents’ Memorandum; rollo, p. 527.
[29] Supra note 4.
[30] Supra note 3.
[31] Pages 10-11 of the CA Decision; rollo, pp. 18-19.
[32]